CODE OF CONDUCT AND BUSINESS ETHICS FOR THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT   A. INTRODUCTION This Code of Conduct and Business Ethics (the "Code") helps maintain the standards of business conduct of Garware Offshore Services Limited (the "Company" or "GOSL”). The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered in this Code are of the utmost importance to the Company, our Shareholders, Stakeholders and Creditors and are essential to enable us to conduct our business in accordance with our values. The Code is applicable to all Directors (Directors), Chief Operating Officer, Presidents, General Managers and Senior Managers, Company Secretary or such other Employee of the Company as may be designated as member of Senior Management for the purpose of this code by Chairman and / or Vice Chairman of the Company from time to time (hereinafter referred to as “Senior Management”. The code shall be applicable from 31st day of December 2005. Ethical business conduct is critical to our business. Directors and Senior Management are expected to read and understand this Code, uphold these standards in day-to-day activities, and comply with, all applicable laws, rules and regulations. The principles described in this Code being general in nature, Directors and Senior Management may contact the Audit Committee of the Board of Directors or the Board of Directors, if they have any questions. Directors and Senior Management should sign the acknowledgment form at the end of this Code and return the form to the Company Secretary & General Manager (Legal) indicating that they have received, read, understood and agree to comply with the Code. Directors and Senior Management are required to sign an affirmation indicating their continued understanding and compliance of the Code annually. B. HONEST AND ETHICAL CONDUCT All Directors & Senior Management should act with the highest standards of personal and professional integrity, honesty and ethical conduct wherever Directors & Senior Management are representing the Company. We consider honest conduct to be conduct that is free from fraud or deception and marked with integrity. We consider ethical conduct to be conduct conforming to accepted professional standards of conduct. Ethical conduct includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, as discussed in more detail in Section C below. In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the Audit Committee of the Board of Directors or the Board of Directors. C. CONFLICTS OF INTEREST Directors & Senior Management are expected to dedicate their best efforts in advancing the Company's interests and to make decisions that affect the Company based on the Company's best interests and independent of outside influences. Conflict of interest occurs when one’s personal interests interfere in any way, or even appear to interfere, with the interests of the Company. A conflict situation can arise when a director takes actions or has interests that make it difficult to perform his or her duties for the Company objectively and effectively. Such conflict of interest may arise not only as a result of direct personal interest, but also indirectly as a result of the personal interest of a relative or organizations affiliated with the director. Relatives include spouse, parents, siblings, children and their spouse, grandparents, grandchildren and step-relations. Director’s & Senior Management’s obligation to conduct the Company's business in an honest and ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships. Following are some common examples that illustrate actual or potential conflicts of interest: • Owning an interest in a company that competes with or does business with the Company; • Participating in a joint venture, partnership or other business arrangement with the Company; and • Employment with or serving as a director of a competitor, customer or supplier of the Company. Director & Senior Management who has an actual or potential conflict of interest, including any of the situations described above, must disclose to the Audit Committee (1) the existence and nature of the actual or potential conflict of interest and (2) all facts known to him or her regarding the transaction that may be material to a judgment about whether to proceed with the transaction. The Director & Senior Management may proceed with the transaction only after receiving approval from the Audit Committee. Please note that ownership of an interest in a company that competes with or does business with the Company will not be considered a conflict of interest if (i) it is an indirect ownership interest through mutual funds or similar non-discretionary, undirected arrangements, or (ii) is through the holding of publicly-registered shares of such company and such shares holding does not exceed 2% of the Paid-up Share Capital of the Company. D. CORPORATE BUSINESS OPPORTUNITIES Except as described elsewhere herein, a director may engage in business so long as he or she does not pre-empt or seize a corporate business opportunity. A corporate business opportunity is (1) an opportunity in the Company’s line of business or proposed expansion or diversification, (2) which the Company is financially able to undertake and (3) which may be of interest to the Company. A Director & Senior Management who learns of such a corporate business opportunity and who wishes to participate in it should disclose the opportunity to the Board of Directors. If the Board of Directors determines that the Company does not have an actual or expected interest in the opportunity, then, and only then, may the Director & Senior Management participate in it, provided that the Director & Senior Management has not wrongfully utilized the Company's resources in order to acquire the opportunity. E. COMPANY PROPERTY Directors & Senior Management have a responsibility to safeguard and properly use Company assets and resources, as well as assets of other organizations that have been entrusted to the Company. Except as specifically authorized, Company assets, including Company equipment, materials, resources and proprietary information, must be used for Company business purposes only. F. CONFIDENTIAL INFORMATION Directors & Senior Management shall maintain the confidentiality of information entrusted to them by the Company. The Company’s confidential and proprietary information shall not be inappropriately disclosed or used for the personal gain or advantage of the director or anyone other than the Company. G. FAIR DEALING Directors & Senior Management should endeavour to deal fairly with the Company’s customers, suppliers, competitors and employees and should never take unfair advantage of others through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. H. DISCLOSURE It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all its public communications, including reports and documents that the Company files with, or submits to, all appropriate Authorities. Directors & Senior Management must abide by applicable Company policies and procedures designed to promote compliance with this policy. I. INSIDER TRADING Directors & Senior Management are prohibited by Company policy and the law from buying or selling securities of the Company when in possession of material non-public information. [There is, however, an exception for trades made pursuant to a pre-existing trading plan.] Passing such information on to someone who may buy or sell securities (tipping) is also illegal. The prohibition applies to Company securities and to securities of other companies if you learn material non-public information about other companies, such as the Company’s customers or suppliers, in the course of your duties for the Company. J. COMPLIANCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS Directors & Senior Management must comply with all applicable governmental laws, rules and regulations. Directors & Senior Management must acquire appropriate knowledge of the legal requirements relating to their duties sufficient to enable them to recognize potential dangers and to know when to seek advice from the Audit Committee of the Board of Directors or the Board of Directors. K. NON-COMPLIANCE Suspected violations of this Code must be reported to the Chairman of the Board or the Chairman of the Audit Committee. All reported violations will be appropriately investigated. Directors who violate this Code may be subject to sanctions, up to and including a request to resign as Director & Senior Management or the Board’s seeking removal of the director, where permitted by applicable law. Directors & Senior Management must co-operate in any internal or external investigations of possible violations. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited. L. WAIVERS OF THE CODE Any waiver of this Code must be approved by the Audit Committee of the Board of Directors and publicly disclosed as required by law or regulation. M. NO RIGHTS CREATED This Code sets forth guidelines for conduct for the Board of Directors. It is not intended to and does not create any rights in any director, officer, employee, client, supplier, competitor, shareholder or any other person or entity.